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HomeMy WebLinkAboutMINUTES - 10071997 - C88 Quint&Thimmig LLP 09/08/97 (Mt.Diablo USD TRAN) 09/11/97 CONTRA COSTA COUNTY RESOLUTION NO.-9-Z1510 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE NTT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 AND THE ISSUANCE AND SALE OF 1997 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Trustees of the Mt. Diablo Unified School District (the "District") has heretofore adopted its resolution on September 23, 1997 (the "District Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $22,500,000 with respect to the fiscal year 1997-1998 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $22,500,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Terms of Notes. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1997-1998, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed twenty-two million five hundred thousand dollars ($22,500,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable on October 1, 1998, and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance ), and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes: Book Entry Only System. The Notes shall be issued in fully registered form,without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York.("DTC"), and the Notes shall.be registered in the name of Cede&Co.,as nominee for DTC.The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The County Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging.its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Proceeds shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for qualified investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Securi1y.The principal amount of the Notes, together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board,in the name of the District,hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1998, (b) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in March, 1998, (c) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1998, (d) an amount equal to twenty- five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 1998, and (e) an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1998 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Repayment Fund.There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes and the interest thereon through the maturity thereof,the moneys in the Repayment Fund -3- shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the January, 1998, March, 1998, April, 1998, and May, 1998, all Pledged Revenues shall be deposited into the Repayment Fund. On October 1, 1998 (if the maturity of the Notes is determined to be more than one year from the date of issuance ) and maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due and, to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made,shall be transferred to the District's general fund. Section 8. Deposit and Investment of Repayment Fund. All moneys held on behalf of the District in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution-of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered,in person or by his -duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said books,Notes as herein before provided. While the book -4- entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 13. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation,in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder.Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost. Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of, the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and'its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. -5- Section 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby.approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with`such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving,opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 17. Preparation of the Notes;Execution of Closing Documents. Quint&Thimmig LLP, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. Limited Liability.Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. -6- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 7th day of October, 1997, by the following vote: AYES, and in favor of, Supervisors: Rogers , U i l k e rn a, C a n c i a m i l l a and D e S a u l n i e r NOES,kupyjsR;p;: N o n e ABSENT, Supervisor : G e r b e r ABSTAIN: None By I -SC Chair,Board of Supervisors ATTEST: a By C�AAAA 01 1 AA , A) Ce of the Boar of Supervisors -7- Quint dt D}immig LLP 09/08/97 MT.DIABLO UNIFIED SCHOOL DISTRICT s RESOLUTION NO. 9.7191$_ 5� RESOLUTION REQUESTING THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY TO ISSUE TAX AND REVENUE ANTICIPATION NOTES IN THE NAME OF THE MT. DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED$22,500,000 AND AUTHORIZING THE SALE THEREOF AND AUTHORIZING PREPARATION OF AN OFFICIAL STATEMENT IN CONNECTION THEREWITH RESOLVED, by the Board of Trustees of the Mt. Diablo Unified School District (the "District"), as follows: WHEREAS, school districts organized and existing under the laws of the State of California are authorized by Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law") to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; and WHEREAS, pursuant to the Law, such notes may be issued in the name of such school district by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the District has determined that it is desirable that the District borrow funds in an amount not to exceed $22,500,000 with respect to fiscal year 1997-1998 for authorized purposes of the District; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Request. The Board of Supervisors (the 'Board") of Contra Costa County (the "County") is hereby requested to issue tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed 522,500,000 (the "Notes"), under and pursuant to the provisions of the Law. Section 2. Limitation on Maximum Amount. The principal amount of Notes,when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the District for the general fund of the District attributable to Fiscal Year 1997-1998, and available for the payment of the notes and the interest thereon. Section 3. Ply. The Notes shall be obligations of the District and shall be secured by a pledge of and first lien and charge against the first "unrestricted moneys", as hereinafter defined, (a) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1998, (b) in an amount -equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in March, 1998, (c) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1998, (d) in an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 1998, and (e) in an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1998 (the "Pledged Revenues"). To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund (as hereinafter defined) of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 4. Approval of Issuance Resolution.The resolution entitled "Resolution Providing for the Borrowing of Funds in the Name of the Mt. Diablo Unified School District for Fiscal Year 1997-1998 and the Issuance and-Sale of 1997 Tax and Revenue Anticipation Notes Therefor" (the "Issuance Resolution"), to be adopted by the Board, in substantially the form on file with the Secretary of the Board of Trustees, together with any additions to or changes therein deemed necessary or advisable by the Board, is hereby approved. The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Assistant Superintendent, Administrative Services (or his designee), prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable on October 1, 1998, and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance ), and computed on a 30-day month/360-day year basis. Section 5. Form of Notes: Execution of Notes. (a) The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. (b) The Notes shall be executed in the name of the District, with the manual or facsimile signature of the County Treasurer-Tax Collector or one or more of his duly authorized deputies and the manual or facsimile counter-signature of the Clerk of the Board of Supervisors (although at least one of such signatures shall be manual) with the seal of the Board impressed thereon, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 6. Official Statement. The Board of Trustees hereby authorizes the preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement"). The Board of Trustees authorizes the distribution by the District's financial advisor of the Official Statement to prospective purchasers of the Notes, and authorizes and directs the Assistant Superintendent, Administrative Services (or his designee), on behalf of the District to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the District's financial advisor. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the Assistant Superintendent, Administrative Services, or any other qualified officer of the District and such information permitted to be excluded from the Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official Statement by the District. -2- The Assistant Superintendent, Administrative Services (or his designee), is separately authorized and directed to execute the Official Statement and a statement that the facts - contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Notes, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Notes, and does not, as of the date of delivery of the Notes, contain any untrue statement of a material fact with respect to the District or omit to state material facts with respect to the District required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Assistant Superintendent, Administrative Services (or his designee), shall take such further actions prior to the signing of the Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. Z Section 7. Sale of the Notes. The Official Statement is approved for distribution in the offering and sale of the Notes. The District's financial advisor, on behalf of the District and the Board, is authorized and directed to cause the Official Statement to be distributed to such municipal bond broker- dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed five percent (5%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. Section 8. Tax-Covenants (a) Private Activity Bond Limitation. The District shall assure that the proceeds of the Notes are not so used as to cause the Notes to satisfy the private business tests of section 141(b) of the Code (as hereinafter defined) or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The District shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The District shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Notes. (d) No Arbitrage. The District shall not take, or permit or suffer-to be taken any action with respect to the proceeds of the Notes which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Maintenance of Tax-Exemption. The District shall take all actions necessary to assure the exclusion of interest on the Notes from the gross income of the registered owners of the Notes to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Notes. For purposes of this Section 8, the term "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Notes or (except as otherwise referenced herein) -3- as it may be amended to apply to obligations issued on the date of issuance of the Notes, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Section 9. Continuing Disclosure. The District hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the District to comply with the Continuing Disclosure Certificate shall not be considered an event of default; however, any holder or beneficial owner of the Notes may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. For purposes of this Section 9, the term "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. For purposes of this Section 9, the term "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Certificate. Section 10. No Temporary Transfers. It is hereby covenanted and warranted by the District pursuant to Article XVI, Section 6 of the Constitution of the State of California that it will not request the County Treasurer-Tax Collector to make temporary transfers of funds in the custody of the County Treasurer-Tax Collector to meet any obligations of the District during the 1997-1998 fiscal year. Section 11. Further Authorization. All actions heretofore taken by the officers and agents of the District with respect to the sale and issuance of the Notes are hereby approved, and the Assistant Superintendent, Administrative Services, the Secretary of the Board and any and all other officers of the District are hereby authorized and directed for and in the name and on behalf of the District, to do any and all things and take any and all actions relating to the execution and delivery of any and all certificates,requisitions, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Notes in accordance with the Issuance Resolution and this resolution. The District hereby authorizes the Assistant Superintendent, Administrative Services, or his designee, to execute an agreement for bond counsel services by and between the District and Quint & Thimmig LLP, and an agreement for financial advisory services by and between the District and Government Financial Strategies, Inc., which firms are hereby appointed to serve as bond counsel and financial advisor, respectively, for the Notes. All costs incurred by the Board or the District in connection with the issuance of the Notes, including but not limited to printing of any official statement, rating agency costs, bond counsel fees and expenses, underwriting - discount and costs, paving agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees of the Board, the County or the District for their services rendered in connection with.the issuance of the Notes, shall be payable by District. Section 12. Indemnification. The District shall indemnify and hold harmless, to the extent permitted by law, the County and its officers and employees (the "Indemnified Parties"), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Parties may become subject, because of action or inaction related to the Notes. The District shall also reimburse the Indemnified Parties for any legal or other expenses incurred in connection with investigating or defending any such claims or actions. 4- Section 13. Effective Date. This resolution shall take effect from and after its adoption. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Trustees of the Mt. Diablo Unified School District held on the 23rd day of September, 1997, by the following vote: AYES, and in favor of, Board Members: NOES, Board Members: ABSENT, Board Members: By Secretary of the Board of ru es ` Quint&Tlummig LLP 09/08/97 (Mt. Diablo USD TRAN) 09/11/97 CONTRA COSTA COUNTY RESOLUTION NO.-2-V 510 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE MT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 AND THE ISSUANCE AND SALE OF 1997 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing; and WHEREAS, the Board of Trustees of the Mt. Diablo Unified School District (the "District") has heretofore adopted its resolution on September 23, 1997 (the "District Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $22,500,000 with respect to the fiscal year 1997-1998 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $22,500,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Terms of Notes. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1997-1998, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed twenty-two million five hundred thousand dollars ($22,500,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable on October 1, 1998, and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance ), and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in.lawful money of the United States of America, as described below. Section 4. Form of Notes: Book Entry System. The Notes shall be issued in fully registered form,without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes,,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede &Co.,as nominee for DTC. The Notes shall be initially executed and delivered in the form a of a single fully registered Note in the full aggregate principal amount of the Notes. The Board may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership'interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The County Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Proceeds shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or•such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for qualified investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first "unrestricted moneys", as,hereinafter defined, (a) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1998, (b) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in March, 1998, (c) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1998, (d) an amount equal to twenty- five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 1998, and (e) an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1998 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Repayment Fund. There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes and the interest thereon through the maturity thereof, the moneys in the Repayment Fund -3- shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the January, 1998, March, 1998, April, 1998, and May, 1998, all Pledged Revenues shall be deposited into the Repayment Fund. On October 1, 1998 (if the maturity of the Notes is determined to be more than one year from the date of issuance ) and maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due and, to the extent said moneys are insufficient therefor, an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 8. Deposit and Investment of Repayment Fund. All moneys held on behalf of the District in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book -4- entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede &Co.,as nominee for DTC. Section 13. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to,or upon the order of,the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and' its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. -5- Section 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 17. Preparation of the Notes: Execution of Closing Documents. Quint&Thimmig LLP, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. -6- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 7th day of October, 1997, by the following vote: AYES, and in favor of, Supervisors: Rogers , Uilkema, Canciamilla and DeSaulnier NOES, FtW-Kmv,&: None ABSENT, Supervisor.: Gerber ABSTAIN: None By Chair,Board.of-Supervisors ATTEST: By Cle f the Board o Supervisors -7- Quint&Thimmig LLP 09/08/97 (Mt. Diablo US6 TRAN) 09/11/97 CONTRA COSTA COUNTY RESOLUTION NO.-21510 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE MT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 AND THE ISSUANCE AND SALE OF 1997 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Trustees of the Mt. Diablo Unified School District (the "District") has heretofore adopted its resolution on September 23, 1997 (the "District Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $22,500,000 with respect to the fiscal year 1997-1998 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $22,500,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Terms of Notes. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1997-1998, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed twenty-two million five hundred thousand dollars ($22,500,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable on October 1, 1998, and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance ),_and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes: Book Entry Only System. The Notes shall be issued in fully registered form,without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward,, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede &Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The County Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC ,and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given,respectively, to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Proceeds shall, if held by the County, to the greatest extent possible,be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for qualified investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Security.The principal amount of the Notes, together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board,in the name of the District, hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1998, (b) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in March, 1998, (c) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1998, (d) an amount equal to twenty- five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 1998, and (e) an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1998 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Repayment Fund.There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes and the interest thereon through the maturity thereof,the moneys in the Repayment Fund -3- shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the January, 1998, March, 1998, April, 1998, and May, 1998, all Pledged Revenues shall be deposited into the Repayment Fund. On October 1, 1998 (if the maturity of the Notes is determined to be more than one year from the date of issuance) and maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due and, to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes'and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 8. Deposit and Investment of Repayment Fund.All moneys held on behalf of the District in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector,duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book -4- entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 13. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note.so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to,or upon the order of, the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall.constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and' its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. -5- Section 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The District's financial advisor, on behalf of the District and the Board, is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 17. Preparation of the Notes;Execution of Closing Documents. Quint &Thimmig LLP, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. -6- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 7th day of October, 1997, by the following vote: AYES, and in favor of, Supervisors: Rogers , U i l k e ma , C a n c i am i l l a and D e S a u l n i e r NOES, Rj j*M§ rS:x None ABSENT, Supervisor:.: G e r b e r ABSTAIN: None By Chair,Board of Supervisors ATTEST: By Cler of the Board of Supervisors -7- Quint&Thimmig LLP 09/08/97 (Mt.Diablo USD IRAN) 09/11/97 CONTRA COSTA COUNTY RESOLUTION NO.—UJ/510 RESOLUTION PROVIDING FOR THE BORROWING OF FUNDS IN THE NAME OF THE MT.DIABLO UNIFIED SCHOOL DISTRICT FOR FISCAL YEAR 1997-1998 AND THE ISSUANCE AND SALE OF 1997 TAX AND REVENUE ANTICIPATION NOTES THEREFOR RESOLVED, by the Board of Supervisors of Contra Costa County, California, as follows: WHEREAS, pursuant to Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Law"), school districts organized and existing under the laws of the State of California are authorized to borrow money by the issuance of temporary notes, the proceeds of which may be used and expended for any purpose for which the school district is authorized to spend moneys; WHEREAS, pursuant to the Law, such notes may be issued in the name of such school districts by the board of supervisors of the county, the county superintendent of which has jurisdiction over such school district, as soon as possible following receipt of a resolution of the governing board of such school district requesting such borrowing;and WHEREAS, the Board of Trustees of the Mt. Diablo Unified School District (the "District") has heretofore adopted its resolution on September 23, 1997 (the "District Resolution"), finding and determining that it is desirable that the District borrow funds in an amount not to exceed $22,500,000 with respect to the fiscal year 1997-1998 for authorized purposes of the District, and requesting that the Board of Supervisors (the "Board") of Contra Costa County (the "County") for that purpose authorize the issuance of and offer for sale tax and revenue anticipation notes in the name of the District in the principal amount of not to exceed $22,500,000, under and pursuant to the provisions of the Law; NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct and the Board so finds and determines. Section 2. Approval of Request of District. The Board hereby approves the request of the District for the Board to issue notes in its name. Section 3. Authorization and Terms of Notes. Solely for the payment of current expenses, capital expenditures and other obligations payable from the general fund of District during or allocable to Fiscal Year 1997-1998, and not pursuant to any common plan of financing, the Board hereby determines to and shall borrow the aggregate principal sum of not to exceed twenty-two million five hundred thousand dollars ($22,500,000) in the name of the District. Such borrowing shall be by the issuance of temporary notes under the Law, designated "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be dated as of their date of delivery, shall mature (without option of prior redemption) on such date as shall be determined by the Superintendent of the District (or the Superintendent's designee) prior to the date of sale of the Notes, and shall bear interest from their date, payable at maturity (if the maturity of the Notes is determined to be one year or earlier from the date of issuance) or payable on October 1, 1998, and at maturity (if the maturity of the Notes is determined to be more than one year from the date of issuance ), and computed on a 30-day month/360-day year basis. Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes: Book Entry Only System. The Notes shall be issued in fully registered form,without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached to the District Resolution and by reference incorporated herein,the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP"identification numbers shall be imprinted on the Notes,but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the Board to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the Board's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede&Co.,as nominee for DTC.The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The Board may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the Board shall not be affected by any notice to the contrary. The Board shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the Board as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The County Treasurer, as paying agent, shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Board's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the Board of written notice to the effect that DTC has determined to substitute a new nominee in place.of Cede & Co., the term "Cede & Co."in this Resolution shall refer to such new nominee of DTC. If the Board determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the Board shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the Board and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the Board shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the Board to do so, the Board will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. -2- Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given,respectively,to DTC as provided in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the Treasury of the County to the credit of the District to be withdrawn, used and expended by the District for any purpose for which it is authorized to expend funds from the general fund of the District, including, but not limited to, current expenses, capital expenditures and the discharge of any obligation or indebtedness of the District. Proceeds shall, if held by the County, to the greatest extent possible,be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, in each case meeting Standard & Poor's Ratings Services criteria for qualified investments, and in accordance with such procedures and subject to such requirements as the County Treasurer-Tax Collector or such other appropriate investment officer of the County shall establish. Section 6. Securi .The principal amount of the Notes,together with the interest thereon, shall be payable from taxes,revenue and other moneys which are received by the District for the general fund of the District for the Fiscal Year 1997-1998. As security for the payment of the principal of and interest on the Notes, the Board, in the name of the District, hereby pledges the first "unrestricted moneys", as hereinafter defined, (a) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in January, 1998, (b) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in March, 1998, (c) an amount equal to twenty-five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in April, 1998, (d) an amount equal to twenty- five percent (25%) of the principal amount of the Notes to be received by the County on behalf of the District in May, 1998, and (e) an amount equal to all interest due on the Notes at maturity to be received by the County on behalf of the District in May, 1998 (such pledged amounts being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be paid from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the District lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the District to permit the deposit in the Repayment Fund, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month on the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the District lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes,income,revenue and other moneys intended as receipts for the general fund of the District and which are generally available for the payment of current expenses and other obligations of the District. Section 7. Repayment Fund.There is hereby created a special fund to be held on behalf of the District by the County Treasurer-Tax Collector separate and distinct from all other County and District funds and accounts designated the "Mt. Diablo Unified School District (Contra Costa County, California) 1997 Tax and Revenue Anticipation Notes Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the registered owners of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes and the interest thereon through the maturity thereof,the moneys in the Repayment Fund -3- shall be applied solely for the purposes for which the Repayment Fund is created; provided, however, that any interest earned on amounts deposited in the Repayment Fund shall periodically be transferred to the general fund of the District. During the January, 1998, March, 1998, April, 1998, and May, 1998, all Pledged Revenues shall be deposited into the Repayment Fund. On October 1, 1998 (if the maturity of the Notes is determined to be more than one year from the date of issuance ) and maturity date of the Notes, the County Treasurer-Tax Collector shall transfer to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes then due and, to the extent said moneys are insufficient therefor,an amount of moneys from the District's general fund which will enable payment of the full principal of and interest on the Notes at maturity. DTC will thereupon make payments of principal and interest on the Notes to the DTC Participants who will thereupon make payments to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the District's general fund. Section 8. Deposit and Investment of Repayment Fund.All moneys held on behalf of the District in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, if held by the County, to the greatest extent possible, be invested by the County Treasurer-Tax Collector, or such other appropriate investment officer of the County, directly in investments, or through an investment agreement, as permitted by the laws of the State of California as now in effect and as hereafter amended, and the proceeds of any such investments shall, as received, be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The Notes shall be executed in the manner set forth in the District Resolution. Section 10. Transfer of Notes. Any Note may, in accordance with its terms, but only if the District determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the Treasurer-Tax Collector to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 12 hereof,by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the Treasurer-Tax Collector, accompanied by delivery of a written instrument of transfer in a form approved by the Treasurer-Tax Collector, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the Treasurer-Tax Collector shall execute and deliver a new Note or Notes,for like aggregate principal amount. Section 11. Exchange of Notes. Notes may be exchanged at the office of the Treasurer- Tax Collector for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 12. Note Register. The Treasurer-Tax Collector shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the Treasurer-Tax Collector shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book -4- entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede&Co.,as nominee for DTC. Section 13. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Treasurer-Tax Collector, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the Treasurer- Tax Collector upon the same conditions and in substantially the same manner as the definitive Notes. If the Treasurer-Tax Collector issues temporary Notes he will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered for cancellation, in exchange therefor at the office of the Treasurer-Tax Collector and the Treasurer- Tax.Collector shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder.Any costs borne by the County for the exchange of the Notes will be reimbursed by the District. Section 14. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Treasurer-Tax Collector, at the expense of the registered owner of said Note, shall execute and deliver a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the Treasurer-Tax Collector of the Note so mutilated. Every mutilated Note so surrendered to the Treasurer-Tax Collector shall be canceled by it and delivered to, or upon the order of, the Treasurer-Tax Collector. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Treasurer-Tax Collector and, if such evidence be satisfactory to the Treasurer- Tax Collector and indemnity satisfactory to it shall be given, the Treasurer-Tax Collector, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The Treasurer-Tax Collector may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 14 and of the expenses which may be incurred by the Treasurer-Tax Collector in the premises. Any Note issued under the provisions of this Section 14 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Board whether or not the Note so alleged to be lost,destroyed or stolen be at any time enforceable by anyone,and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. This Section 14 will not be in effect so long as DTC book entry is utilized. Section 15. Covenants and Warranties. Based on the representations and covenants of the District, it is hereby covenanted and warranted by the Board that all representations and recitals contained in this Resolution as to the County are true and correct, and that the Board has reviewed all proceedings heretofore taken relative to the authorization of the Notes and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Notes have existed, happened and been performed in due time, form and manner as required by law, and the Board is duly authorized to issue the Notes in the name of the District and incur indebtedness in the manner and upon the terms provided in this Resolution. The Board and' its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. -5- Section 16. Sale of Notes. The preparation by the District's financial advisor of an official statement describing the Notes (the "Official Statement") in connection with the offering and sale of the Notes is hereby approved. The actions of the District's financial advisor, on behalf of the District and the Board, in distributing the Official Statement to such municipal bond brokers-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Notes therein offered for sale,are hereby approved. The District's financial advisor, on behalf of the District and the Board,is authorized to identify a purchaser for the Notes and to negotiate an interest rate and purchase price for the Notes, so long as the net interest cost to the District does not exceed six percent (6%). The definitive principal amount of Notes to be issued shall be determined by the District's financial advisor, on behalf of the District and the Board, at the time of sale of the Notes to the purchaser identified. The County Treasurer-Tax Collector is hereby authorized and directed to accept an offer from such purchaser, for and .in the name of the Board, by notice to the successful bidder. The County Treasurer-Tax Collector is hereby authorized to execute a Note purchase agreement or other document in connection with such award. The District's financial advisor is hereby delegated the responsibility of negotiating, receiving, opening and analyzing bids submitted for the purchase of the Notes and to report the results thereof to the County Treasurer-Tax Collector. Section 17. Preparation of the Notes;Execution of Closing Documents. Quint&Thimmig LLP, as bond counsel to the District, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the identified purchaser of the Notes, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to DTC on behalf of the identified purchaser therefor upon the receipt of the purchase price by the County Treasurer-Tax Collector on behalf of the District. The Treasurer-Tax Collector or any other officer of the County are further authorized and directed to make, execute and deliver to the purchaser or purchasers of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, and (b) a receipt in similar form evidencing the payment of the purchase price of the Notes which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received on behalf of the District. Any purchaser or subsequent taker or holder of the Notes is hereby authorized to rely upon and shall be justified in relying upon any such certificate or receipt with respect to the Notes. Such officers and any other officers of the District or of the County are hereby authorized to execute any and all other documents required to consummate the sale and delivery of the Notes. Section 18. Limited Liability. Notwithstanding anything to the contrary contained herein, in the Notes or in any other document mentioned herein,neither the County nor the Board shall have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby and the Notes shall be payable solely from the moneys of the District available therefor as set forth in Section 6 hereof. -6- I hereby certify that the foregoing resolution was duly adopted at a meeting of the Board of Supervisors of Contra Costa County held on the 7th day of October, 1997, by the following vote: AYES, and in favor of, Supervisors: Rogers , Uilkema , Canciamilla and DeSaulnier NOES, Supw3vism% None ABSENT, Supervisor: G e r b e r ABSTAIN: None p� By Uw� C Chair,Board of Stipervisors ATTEST: 0 By Lo C e k of the Board of Supervisors -7- JIM ROGERS CALENDARFOR THE BOARD OF SUPERVISORS MARK DBSAULNIER 1St DISTRICT CONTRA COSTA COUNTY CHAIR GAYLE B.UILKEMA 2nd DISTRICT AND FOR - DONNA GERBER SPECIAL DISTRICTS,AGENCIES,AND PHIL BATCHELOR 3rd DISTRICT AUTHORITIES GOVERNED BY THE BOARD CLERK OF THE BOARD MARK DeSAULNIER AND 4th DISTRICT BOARD CHAMBERS ROOM 107,ADMINISTRATION BUILDING.651 PINE STREET COUNTY ADMINISTRATOR JOE CANCIAMILLA MARTINEZ,CALIFORNIA 94553-1229 (510)335-1900 5th DISTRICT TUESDAY OCTOBER 7,1997 9:00 A.M. Convene and announce adjournment to Closed Session,Room 105.' 10:00 A.M. Call to order and opening ceremonies. Inspirational Thought-"Never measure the height of a mountain until-you have reached the top."-Dag Hammerskjold CONSIDER CONSENT ITEMS (Pages 3 - 12) - Items removed from this section will be considered with the Short Discussion Items. 10:05 A.M. PRESENTATIONS P.1 WELCOME to the Hanchuan City delegation on the occasion of their signing a sister-city agreement with the City of Martinez,Contra Costa County,as recommended by Supervisor Uilkema. P.2 PROCLAIM the trimith of October 1997'as' `Breast'C'' Awareness'Month" in Contra Costa County,as recommended by Supervisor Uilkema." P.3 PROCLAIM the week of October 5-11,1997,as"Mental Illness Awareness Week"iu`Contra Costa County,as recommended by Supervisor Uilkema. 10:40 A.M. SHORT DISCUSSION ITEMS-The Board will consider and take action on the following items: SD.1 CONSIDER any Consent Items previously removed. • i SD.2 CONSIDER approving a letter to the California Public Utilities-Commission regarding railroad maintenance and safety issues,as directed by the Board on September 16, 1997;in connection therewith,CONSIDER whether to schedule a workshop on railroad safety issues and,if one is scheduled,APPROVE a tentative agenda for the workshop. 11:00 A.M. SD.3 HEARING on the proposed abatement of a nuisance at 724-728 Port Street, Crockett, Florence Hurley,owner. SDA HEARING to consider adoption of a Resolution of Necessity to acquire by eminent domain real property required for offsite improvements in connection with Subdivision 7476,Oakley area. 1 (10-07-1997) SHORT DISCUSSION ITEMS-Continued 11:10 A.Mr SD.5 CONSIDER approving the hearing process for the Cowell Ranch General Plan Amendment and Rezoning(County File GP 1-92-CO). 11:35 A.M. "r DELIBERATION ITEMS.- The Board,will consider and take action on the following items: D.1 CONSIDER report from the County Probation Officer on departmental performance. D.2 CONSIDER accepting report from the Director, Growth Management and Economic Development Agency(GMEDA), regarding new procedures for disbursement of park funds and DIRECT the GMEDA Director to implement the procedures with appropriate departments. 1:00 P.M. Closed Session 2:00 P.M. DELIBERATION ITEMS - The Board will consider and take action on the.following items: D.3, PUBLIC COMMENT. (3 Minutes/Speaker)- D.4 HEARING on the Administrative Appeal of Allied Investments from the decision of the Director, Growth Management and Economic Development Agency (GMEDA), on partial credit from Park Dedication Requirements for Subdivision 71.74. Moraga area. (To be continued to October 21,-19,97,,at 2 p.m.) 2:30 P.M:,,. r D.5 CONSIDER introducing a Right-to-Farm ordinance that-would encourage and enhance agricultural operation within the unincorporated areas of the County, WAIVE reading, and FIX Octoberl4,1997,for adoption.. 3:00 P.M. D.6 CONSIDER report from the Community Development Director on the proposed Marsh Creek Agricultural Preservation area. _ 2 (10-07-1997) CONSENTITEMS (Items are subject to'removal from Consent Calendar by request of any Supervisor or on request for discussion by a member of the public). Road and Transportation C.1 APPROVE Sublicense Agreement with East Bay Regional Park District for the development of the Bay Point feeder trail system, Bay Point area. C.2 APPROVE resolution to delegate to the Public Works Director,or designee,the authority to approve and execute program supplements as required in the Administering Agency-State Agreement for Federal-Aid Projects. C:3 Approve traffic resolutions establishing a handicap parking area on Vassar.Avenue and on Cambridge Avenue,Kensington area. (Funding:Road Funds), Engineering Services / CA LUP 2095-91:ACCEPT Offer of Dedication for Roadway Purposes for land use permit being developed by Donald and Carol Flaner,Walnut Creek area. C.5 LUP 2095-91: ACCEPT Deferred Improvement Agreement for land use perm&being developed by Donald and Carol Flaner,Walnut Creek area. C.6 EP 11927:ACCEPT Release and Indemnification for encroachment permit for project being developed by Yazco,Inc.,Kensington area. Special Districts&County Airports C.7 CONSENT to allow Central Contra.Costa Sanitary District to conduct assessment proceedings,Alamo area. C.8 APPROVE and AUTHORIZE the Public Works Director to execute a project agreement between the County and the State Department of Parks and Recreation for funding of the Rodeo Creek trail project,County Service Area R-10,Rodeo area. C.9 APPROVE conveyance of,an easement from the Contra Costa County Fire Protection District to the City of Pittsburg over Station Site No.87,West Leland Road,.Pittsburg area. C.10 APPROVE and AUTHORIZE the Chair,Board of Supervisors, to execute an agreement to provide right-of-way services to the City of Lafayette for various projects,Lafayette area. C.11 APPROVE project contingency.fund increase for the San Ramon Creek slide repair project, San Ramon area-(Funding: 100%Flood Control District Zone 313) Statutory Actions C.12 APPROVE minutes for the month of September 1997. . C.13 DECLARE certain ordinances duly published. Claims,Collections&Litigation C.14 DENY claims of C.Allen;M.Fritzler;D.Jeffords;T.Merrill;J.and S.Millar;Gr Thompson; K.Todoroff;and J.Westernoff. 3 (10-0771997) Hearing Dates C.15 FIX'October 21,1997,at 1:30-p.m.for a public hearing on a proposed road name change for Cortaderia Court to Stone Creek Place,Alamo area. C.16 ADOPT Resolution of Intention to purchase real property located at 1820 Peerless Street,El Cerrito,from Bertram M.Felton,et al for$258,060 and FIX Tuesday,November 4, 1997,at 11a.m.for hearing to consummate purchase. Honors&Proclamations C.17 ADOPT:resolution declaring October 15, 1997,as"White Cane Safety Day"in Contra Costa County,as recommended by Supervisor Canciamilla. C.18 ADOPT resolution honoring Dr. Stephen.K. Robinson for being a NASA Astronaut and for his outstanding contributions to the space program,as recommended by Supervisor Uilkema. Ordinances C.19 ADOPT ordinance(introduced September 23, 1997)extending the terms of the East County and San Ramon Valley Regional Planning Commissions. Appointments&Resignations" C.20 REAPPOINT Janet Calleghan to the County Service Area. R-10 Citizens Advisory Committee,as recommended by Supervisor.Uilkema. C.21 APPOINT-Kari Six and Jennifer Lane-Riefler and REAPPOINT Alexa Hansen and Ryan Stanton to the Countywide Youth Commission,as recommended-by-Supervisor Gerber. 'C.22 ' REAPPOINT Reva Clark,Cathy•Demut,Helen Collins; Ralph Copperman,A.C. Hollister, Edith Loewenstein, Norman Nelson, Andrew Newcomer, Uma Sekaran, Gerald Sharrock, Rosemary Shepard,and Sally Schultz to the Advisory Council on Aging,as recommended by the Council, C.23 ACCEPT the resignations of Sabiha Gokcen and Luc Beauchemin from the Environmental Organization seats on the Hazardous Materials Commission,DIRECT the Clerk of the Board to apply the Board's policy for filling these vacancies, and REFER the vacancies to the r Internal Operations Committee. C.24 REAPPOINT Business Representatives Stephanie Ferguson,Joan Kelly-Williams and Susan McCormick;Public Assistance Representative John Cullen;Education Representative Charles Spence; Labor Representative Richard Foley; Public Employment,Service Representative Myrtle Ballard;and Community Based'Organization Representative Nancy Atkinson to.the Private Industry Council'(PIC);and REAPPOINT the above to the Private Industry Council, Inc.,as recommended by the Council C.25 APPROVE medical,staff appointments and reappointments,as recommended by the Medical Executive Committee on September 15;1997: C.26 APPOINT Alexa C.Seip to the Family'and Children's Trust Committee;as recommended by Supervisor Uilkema. C.27 APPOINT Mariam Munshi to the Countywide Youth Commission, as recommended by Supervisor Uilkeina.' 4 (10-07-1997) Appointments&Resignations-Continued C.28 REAPPOINT Supervisor Rogers as the Board's representative on'the CSAC Board of Directors and Supervisor Uilkema as the Boaid's alternate on the CSAC Board of Directors. C.29 APPOINT Elaine Null to the Bay Point Municipal Advisory Council, as recommended by Supervisor Canciamilla. Appropriation Adjustments -1997-1998 FY C.30 Plant Acquisition (0111): APPROVE additional revenues of$1,100,000 restricted capital bond proceeds, APPROPRIATE for remodeling of the Sheriff Dispatch Center, and APPROVE reductions of appropriations for various capital projects for which offsetting revenues were received or accrued in FY 1996-97. ✓ C.31 General Services Communications (0060) and Resource Recycling (0473k APPROVE rebudgeting of $47,089 and intrafund transfer of $54,374, APPROPRIATE to purchase telephone systems for Health Services,and APPROVE an$84,000 reduction in appropriations in Budget Unit 0473 Resource Recycling due to reductions of Keller Canyon mitigation revenues,as recommended by the Finance Committee on July 8,1997. C.32 County Counsel (0030): AUTHORIZE$75,000 in revenues from Liability Trust Funds and AUTHORIZE appropriations for reimbursement to County Counsel's Budget,for expenses incurred for the purchase of supplies,services,and related'expenses for Tort Litigation Unit. This is dedicated funding and cannot be used for any other purposes. ' C.33 Productivity Fund(0025): TRANSFER$253,675 from the Productivity,Fund to the Library ($20,000), Animal Services ($112,000), and Office of Revenue Collection ($121,675), pursuant to Board action on July 15,1997. Legislation C.34 DIRECT the County Administrator to include in the Board's 1998 Legislative Program the need to lobby for State funding for wage and benefit increases which may result from the formation of a Public Authority to administer the In-Home Supportive Services (IHSS) r Program. Personnel Actions C.35 ADOPT-resolution establishing the class of Mental Health Clinical Specialist-Unlicensed in the Health Services Department. C.36 INCREASE the hours of one Social Casework Specialist I position from 24/40 to 40/40, INCREASE the hours of one Social' Casework Specialist Il from 32/40 to 40/40, and INCREASE the:.hours of one Clerk-Senior Level from 32/40 to 40/40 in the Social Service Department. (State and Federal Funds) C.37 ADD one Probation Supervisor 1; one Probation Counsellor III,and one Deputy Probation Officer III position in the Probation Department."(Budgeted) C.38 INCREASE the hours of one Library"Assistant-Advanced level position from 20/40 to 32/40 in the Library Department. (Revenue Offset) " 5 (10-07-1997) Personnel Actions-Continued C.39 ESTABLISH the classes of Coordinated.Trial Courts.Fiscal Officer-Exempt and Courts Collections Coordinator-Exempt on the salary, schedule; ADD one position in each class; CANCEL one position of Court Services Coordinator and one position of Municipal Court Fiscal and Administrative Manager; and.ABANDON the classes of Court Budget and Revenue Manager and Municipal Court Fiscal and-Administrative-Manager in the Coordinated Trial Courts. C.40 ADOPT amendments to Resolution No. 97/90 which confirmed benefit levels for exempt employees of the Coordinated Trial Courts. In the,opinion;of the County Administrator,this action will have no material financial impact on the,funding status-of the County Employees' Retirement System. , C.41 APPROVE and AUTHORIZE the Director of Human Resources to execute an amendment agreement to the Group Annuity Contract with The Hartford increasing investment choices for participating plan members. Grants&Contracts APPROVE and authorize execution of agreements between the County and following agencies for receipt of funds and/or services: C.42 APPROVE and AUTHORIZE the Cable TV Administrator to sign a non-financial agreement with the Contra_Costa.HistoricaI Society for.the use of.archival documents and to accept sponsorship in"an amount not to exceed$5,000 for video productions. C.43 APPROVE and AUTHORIZE the Contra Costa County Librarian to apply for and accept funding in the amount of$12,425 from the_San Pablo Community.Foundation to provide library outreach to Spanish-speaking families. C.44 APPROVE and AUTHORIZE the Contra Costa County Librarian to apply for and accept Spanish language,library materials for the Oakley,and Pittsburg Libraries from the Califomia State Library,.Federal Library Services and Construction Act Titled Grant,FY.1996-97. CA5APPROVE and AUTHORIZE the Chair,Board of Supervisors,to execute a contract with the r County Superintendent of Schools and Board of Education for the continued provision of County Counsel services. (Revenue Offset) I ,. - C,46_ APPROVE.and AUTHORIZE the.Social Service Director,or designee,to submit a proposal to the Office of Child Abuse Prevention,California;Department of Social Services,for"The California Safe and Healthy Families Support, Home Visiting Program Pilot Project" and AUTHORIZE acceptance,of up to.$954,000 over a,three-year period from.this grant should Contra Costa.County be selected_as one of five-;California.Pilot Projects. (No`County Match) CA7 APPROVE and AUTHORIZE the"Executive Director,Private Industry Council (PIC), to execute an amendment to increase the 1997 Small Business Development Grant with the California Trade and Commerce agency;by,$100,000 for.the Contra.Costa'Small Business Development Center. (No County Match), C.49 APPROVE.and.AUTHORIZE the Chair,,,Board of Supervisors, to execute.a Job Training Partnership Act (JTPA) State Education.Coordination and Grants Cooperative Agreement requesting authorization to expend $180,556 through June 30, 1998, and AUTHORIZE the Executive Director, Private Industry Council (PIC), to make non-substantive changes as required by the State Department of Education. (50%JTPA funds;50%State Match) 6 (10-07-1997) Grants&Contracts-Continued C.49 APPROVE and AUTHORIZE the Chair,Board of Supervisors,to execute-a State Education Coordination and Grants Agreement requesting authorization to expend $52,000 of Mt. Diablo Unified School District Job Training Partnership.Act(JTPA)funds through June 30, 1998,and AUTHORIZE the Executive Director,Private Industry Council(PIC),to make non- substantive changes as required by the State Department of Education.(No County Match) C.50 APPROVE and AUTHORIZE the Chair,Board of Supervisors,to,execute a State Education Coordination and Grants Agreement requesting.authorization to expend.$63,499 of Job j Training Partnership Act (JTPA) funds through_June 30, 1998, and AUTHORIZE the Executive .Director, Private Industry Council (PIC), to make non-substantive changes as required by the State Department of Education.(Match Provided by Contra Costa College) C.51 APPROVE and AUTHORIZE the Health Services Director,.or,designee, to execute Modification No. 3 to a cooperative agreement with the U. S: Department of,Transportation / National Highway Safety Administration to increase the payment limit by$31,848 and extend the term of the_Traffic.Safety and Health„Partnership Development, Project through September 30,1998. (No County Match),. C.52 APPROVE and AUTHORIZE the Health Services Director, or designee, to execute an agreement with the County of Alameda in the amount of$560,404 to enhance comprehensive services to Contra Costa County residents with HIV diseases:and.their,families through February 28,1998. (No County Match) C.53 APPROVE and AUTHORIZE the Health Services,Director, or designee.to,execute an agreement,amendment with,the State Department of.Health-.Services,,Office:�of AIDS to allocate an additional$160,041 for the County's,AIDS.Drug Assistance-Program and extend the term of the agreement through September 30, 1997,to allow.for;transition to a state-wide centralized administrative model of operation. (No County Match) C.54 APPROVE and AUTHORIZE.the Health.Services Director, or,designee ,-to;execute an agreement with the County of Alameda in the amount of $498,092 for,:.continuation of coordination of essential services to Contra Costa Comity residents with HIV disease and their families through February 28,1998. o County Match r C.55 APPROVE submission'of a finding application to the East Bay-Community Foundation in the amount of$30,600 forthe West County Food Security,Project for the period January 1,1998, through March 31,1999. (No County Match) APPROVE and'authorize execution of agreements between the County:and following parties as noted for the purchase of equipment and/or services: C.56 APPROVE and AUTHORIZE the Community Development Director to execute a contract amendment with Malcolm Carpenter.Associates for$1,850 which would.raise the contract limit to$55,830 for completion of the environmental impact report for the Stone Valley Oaks Project..(Developer Fees) C.57 APPROVE and AUTHORIZE the County Purchasing Services.Manager,to sign a service ,t contract with Voland Group,Inc.,in the amount of$90,000 to provide computer services to the Public Works Department through December 31,.1997. (Application.Eees and Gas Tax Revenues) C.58 ACCEPT completed contract for remodeling Room 127, 725 Court Street, Martinez, for Municipal and Superior Court Clerks.' 7 (10-07-1997) Grants&Contracts-Continued C.59 ACCEPT completed contract for addition to Animal Services Center, 4849_ Imhoff Place, Martinez. C.60 ACCEPT completed contract for security fence repair at West County Detention Facility, 5555 Giant Highway,Richmond. C.61 APPROVE and AUTHORIZE the Auditor-Controller to carry forward unexpended balances f of Community Development Block Grant (CDBG) funds in the County's Fair Housing Projects from CDBG Program Year 1996-97, to CDBG Program Year 1997-98 and AUTHORIZE the Deputy Director-Redevelopment, or designee, to increase the contract , spending limits for a Fair Housing study in the amount of$33,287. (HUD Funds) C.62 APPROVE and AUTHORIZE the Director of General Services to execute an amendment to J the Library Use and Maintenance Agreement with the Town of Danville for,the library at 400 Front Street,Danville. C.63 AWARD a construction contract to -Goodland Landscape Construction, Inc., the lowest responsible bidder, for landscape renovation along Camino Tassajara Road, Danville and Blackhawk,for Zone 27 Landscaping District. C.64 AWARD a construction contract to Patrick M.Donaghue,the lowest responsible bidder,for remodeling the first floor at 10 Douglas Drive,Martinez,for the District Attorney. C.65 APPROVE and AUTHORIZE the Director of General Services, or designee, to execute an amendment to the'Consulting Services Agreement with Clayton Environmental Consultants, Inc.,'increasing the payment limit by$25,000 for industrial hygiene services for miscellaneous County buildings and development of operations and maintenance procedures for FY 1997- 98. (Project Funds) C.66 APPROVE and AUTHORIZE the District Attorney to extend the contract with Sue Imani for accounting assistance through March 31, 1998, and to increase the payment limit from $12,800 to$37,800. (Salary Savings) C.67 APPROVE and AUTHORIZE the Community Development Director to execute a second r contract amendment with Rogers/Pacific, Inc., increasing the amount.by $10,000 for additional geotechnical review services on the proposed Subdivision 7144, Hidden Pond 11 project,and extending the term through June 30, 1998.,(Applicant Fees) C.68 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract amendment with Paul Reif; M:D., to provide additional gastroenterology services in the Martinez,Pittsburg,and Richmond Clinics through April 30,1998. (Third Party Revenues) 'C.69 ' APPROVE Cost Sharing Agreement with the City of Concord and related specialized services agreement with the Firm of McDonough,Holland and Allen and the City of Concord. C.70 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a Mental Health Specialist contract with Prakash Kamalnath,M.D.,for psychiatric services to County 'patients through September 30,1998. (County/Realignment;.Third Party Revenues) Fe C.71 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Delilah Patrick with a payment limit of$77,052 for consultation and technical assistance to the Contra Costa Health Plan (CCHP) regarding Quality Improvement and Utilization Management Programs through October 31.1998. (CCHP Member Premiums) 8 (10-07-1997) Grants&Contracts-Continued C.72 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Diablo Infectious Disease Consultative Services Medical Group,Inc., in the amount of $61,752 for provision of Infectious Disease Services for the period November 1, 1997, through October 31,1998.(Enterprise 1 Budget;Third Party Revenues) C.73 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Fred Finch Youth Center in the amount of$65,800 for provision of intensive residential treatment services for the Young Adult Program through - June 30, 1998. (County/Realignment) C.74 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract witlf Robert DeCesare with a payment limit of $89,620 for consultationand technical assistance to the Department's Controller with regard to fiscal matters through September'30,1998. (Enterprise I Budget) C.75 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract amendment with Tony Mills,MA,MFCC,to increase the contract payment limit by$3,000 and extend the contract term to provide additionaltechnical' assistancc`regarding Mental Health Services and Mental Health Systems of Care through February 28;•1998. (Mental Health Realignment) C.76 APPROVE and AUTHORIZE the Health Services Director,or designee,.to,execute Medical Specialist contract amendments with Anthony Cheng,M.D.,Curtis Chong,M.D.,Paul Kwok, D.O., Robert Lindsay,M.D.,Craig Nielson, M.D., Daryl Smith, M.D.,and Mark Vukalcic, M.D.,(Specialty: Anesthesiology)to increase the payment limits through October 31, 1999. (Third Party Revenues) C.77 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute an Unpaid Student Training Agreement with San Jose State University for provision of field instruction for the College's Occupational Therapy students through August 31,2000. C.78 APPROVE and AUTHORIZE the Health Services Director,or"designee,to execute a contract with Longs Drug Stores California,Inc., ,in the amount of $45,000 for provision of pharmaceutical services for County's AIDS Drug Program through December 31, 1997. (State Funds) C.79 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Rex Moulton-Barrett,M.D.,(Specialty:Hand and Plastic Surgery)for professional hand and plastic surgery services through September 30.1998. (Third Party Revenues) C.80 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Shelter, Inc., with'a payment limit of$274,350 for provision,of shelter and support services for the County's Homeless Services Program through,August 31; 1998. (Federal Funds) C.81 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Bi-Bett Corporation in the amount of$208,717 for provision of;detoxification services at the East County Community Detoxification Center through June 30,:1998.,(53%Federal;7% State;40%County) C.82 APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract amendment with New Connections to increase the payment limit by $6,000 and extend the contract' term to .provide. HIV/AIDS ,substance: abuse coordination services through I, February.28, 1998. (Federal Funds) 9 (10-07-1997) Grants&Contracts-Continued C.83. APPROVE and AUTHORIZE the Health Services Director,or designee,to execute a contract with Antioch Medical Imaging for provision.of outside diagnostic imaging services for the Contra Costa Health Plan through August 31,1998. (CCHP Member Premiums) C.84 APPROVE and AUTHORIZE the Social Service Director,or designee,to execute contracts with Contra Costa Food Bank in the amount of$54,300 and Child Abuse Prevention Council of Contra Costa in the amount of$44,700 through June 30, 1998,to implement the directions of the Board made during budget hearings on August 12, 1997. (Keller Canyon Surcharge Revenues) C.85 APPROVE and AUTHORIZE the Social Service Director, or designee, to execute Independent Living Skills Program and Jobs-R-Us grant program contracts with Don Graves in the amount of$50,248 for provision of Outreach Coordination Services;Timothy Hamp in the amount of$63,000 for provision of Program Service Coordinator;and Charles Brown III in the amount of$48,248 for provision of'Job Developer Services through September 30, 1998. (Federal Funds) C.86 APPROVE and AUTHORIZE the Executive Director, Private Industry Council (PIC), to execute a Vocational Training Agreement with the Center for Employment Training to provide vocational training to individually referred Job Training Partnership participants at certain fixed fees through June 30, 1998,and to execute standard form amendments as may be necessary to comply with changes in state or federal regulations. (Federal Funds) Leases C.87 AUTHORIZE the Director of General Services to execute a Rental Agreement with Jeffrey and Naomi Gary for the County-owned premises at 1411 Livorna Road, Alamo: (Flood Control Revenue) Other Actions C.88 ADOPT resolution authorizing issuance and sale of 1997 Tax and Revenue Anticipation Notes on behalf of the Mt.Diablo Unified School District. C.89 APPOINT the District's nominees to fill the uncontested vacancies on the Board of Trustees of the following Reclamation Districts: A. Reclamation District No.2024-George Freitas; B..Reclamation District No.2036-Douglas Morris; C. Reclamation District No.2059-Robert C.Benson; D. Reclamation District No.2090-Rebecca S.DiDomenico; E. Reclamation District No.2117-Christopher Flaherty; F. Reclamation District No.2026-David A.Forkel;and G. Reclamation District No.799-Ken Carver and Robert D.Gromm. C.90 APPROVE renewal of Cardroom License No. 6, known as "California Grand," located at 5867' Pacheco Boulevard, Pacheco, Lamar V. Wilkinson, owner, for the period November 26,1997,through November 26,1998,as recommended by the Sheriff. C.91 ACCEPT the Contra Costa County Library Wilruss Children's Library Trust Annual Report for FY 1996-97. C.92 AUTHORIZE the Juvenile Systems Planning Advisory Committee(JSPAC)to serve as the planning and steering council for the use of Temporary Assistance to Needy Families(TANF) funding as required by the Comprehensive Youth Service Act. 10 (10-07-1997) Other Actions-Continued C,.9Y DETERMINE that there is a need to continue the einergency.action regarding repair of the "Hill 310"land creep,Bay Point area. C.94 APPROVE plans and specifications for security improvements at,625 Court Street,Martinez, for the Treasurer-Tax Collector and DIRECT the Clerk to advertise for bids to be received on November 6, 1997. C.95 ADOPT resolution in support of a West County train station along the Capitol Passenger Rail Corridor,as recommended by the Transportation Committee. " C.96 DECLARE as surplus and AUTHORIZE the Purchasing Agent to dispose of equipment no longer required for County activities. C.97 ACCEPT Grant Deed from Harold Wilfred Rodrigues and Barbara Jean Rodrigues as Trustees of The Rodrigues Revocable Intervivos Trust; APPROVE payment of$1,847,000 for said property rights; and AUTHORIZE the Auditor-Controller to issue a check in said amount. (See also Item C.101) C.98 APPROVE and AUTHORIZE the Health Services Director to provide employee tours of the Contra Costa Regional Medical Center beginning the week of October 20,1997. C99 APPROVE the report from the Family and Human Services Committee on the work of the Juvenile Systems Planning Review Committee and supporting the need for additional facilities for Probation wards. Housing Authority C.100 APPROVE and AUTHORIZE the Executive Director of the Housing Authority to enter into a one year lease renewal with the Contra Costa Conflict Resolution Agency located at the Central Waiting List Office in Concord. Redevelopment Agency C.101 AUTHORIZE the Deputy Director-Redevelopment to execute a Grant Deed from Harold Wilfred Rodrigues and Barbara Jean Rodrigues as Trustees of The Rodrigues Revocable Intervivos Trust; DIRECT the Deputy Director-Redevelopment to have said Grant Deed recorded in the County Recorder's Office; and AUTHORIZE the Deputy Director- Redevelopment,on behalf of the Redevelopment Agency and County,to enter into a contract with Treadwell&Rollo for a soils and groundwater assessment for hazardous materials in an F amount not to exceed$30,000. (See also Item C.97) Correspondence C.102 LETTERS from Patty'McAnelly and Linda Cawthorn urging the Board of Supervisors to allocate the necessary funds to construct a temporary walking[bicycle path on O'Hara Avenue to insure student safety in the vicinity of Freedom High School. REFER TO PUBLIC 1 WORKS DIRECTOR i C.103 LETTER from Assemblyman Tom Torlakson requesting that the Board of Supervisors take legal action to stop the U. S. Department of Energy's plan to ship spent nuclear fuel rods f' through Contra Costa County. REFER TO COUNTY ADMINISTRATOR AND COUNTY COUNSEL A] (10-07-1997) Correspondence-Continued C.104 LETTER from Vlado Bevc requesting the Board of Supervisors to take action regarding the erosion of the footpath along San Ramon Creek at Greenbrook Court in Danville. REFER TO PUBLIC WORKS DIRECTOR CA 05 CORRESPONDENCE from concerned citizens urging the Board of Supervisors to explore Solutions to the problem of pet'overpopulation and to adopt an ordinance requiring animals to be spayed and neutered before they are adopted from the County's Animal Services Department. REFER TO ANIMAL SERVICES DIRECTOR Consent Items of Board Members-None Information Items-None 12 (10-07-1997) L GENERAL INFORMATION The Board meets in all its capacities pursuant to Ordinance Code Section 24-2.402,including as the Housing Authority and the Redevelopment Agency. Persons who wish to address the Board should complete the form provided for that purpose and furnish a copy of any written statement to the Clerk. All matters listed under CONSENT ITEMS are considered by the Board to be routine and will be enacted by one motion. There will be no separate discussion of these items unless requested by a member of the Board or a member of the public prior to the time the Board votes on the motion to adopt. Persons who wish to speak on matters set for PUBLIC HEARINGS will be heard when the Chair calls for comments from those persons who are in support thereof or in opposition thereto. After persons have spoken, the hearing is closed and the matter is subject to discussion and action by the Board. Requests for reconsideration of a land use(planning)decision must be submitted in writing to the Clerk of the Board of Supervisors within 10 days of the Board's decision,and must identify the new information which was not before the Board of Supervisors when the decision was made. The County will provide reasonable accommodations for disabled individuals planning to attend Board meetings who contact the Clerk of the Board at(510)335-1900;TDD(510)335-1915. An assistive listening device is available from the Clerk,Room 106. Copies of taped recordings of all or portions of a Board meeting may be purchased from the Clerk of the Board. Please telephone the Office of the Clerk of the Board,(510)335-1900,to make the necessary arrangements. Forms are available to anyone desiring to submit an inspirational thought nomination for inclusion on the Board Agenda. Forms may be obtained at the Office of the County Administrator or Office of the Clerk of the Board, 651 Pine Street,Martinez,California. The Family and Human Services Committee (Supervisors M. DeSaulnier and D. Gerber)-meets on the second and fourth Mondays of the month at 9:00 A.M.in the Private Industry Council Conference Room,2425 Bisso Lane,Concord. The Finance Committee(Supervisors J.Canciamilla and G.B.Uilkema)-meets on the first and third Mondays of the month at 9:00 A.M.in Room 108, County Administration Building,651 Pine Street,Martinez. The Internal Operations Committee(Supervisors J.Rogers and D.'Gerber)-meets on the third Tuesday of the month at 8:30 A.M.in Room 105,County Administration Building,651 Pine Street,Martinez. The Transportation Committee. (Supervisors D. Gerber and J. Canciamilla) meets on the first and third Monday of each month at 10:30 A.M.in Room, 108,County Administration building,651 Pine Street,Martinez. Please contact the Community Development Department at 335-1240 to confirm date,time and place. The Water Committee(Supervisors G. B. Uilkema and J. Canciamilla)-meets on the first Monday of each month at 1:30 P.M.in Room 105,County Administration Building,651 Pine Street,.Martinez.Please contact the Community Development Department at 335-1290 to confirm date,time and place. PERSONS WHO WISH TO ADDRESS THE BOARD MAY BE LIMITED TO THREE(3)MINUTES. AGENDA DEADLINE: Thursday,112 noon,l2 days before the Tuesday Board meetings. i (10-07-1997)